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CrowdStrike (NASDAQ: CRWD) director discloses 10b5-1 stock sales

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

CrowdStrike Holdings, Inc. reported stock sales in its Class A common stock by a director. On 12/09/2025, an affiliated entity, Potomac Investments L.P. - Fund 1, executed several small sales, including 150, 407 and 831 shares, at weighted average prices of $525.63, $526.57 and $527.64. The reported sales include shares sold pursuant to a Rule 10b5-1 trading plan adopted on June 27, 2025.

Following these transactions, the director continues to report indirect ownership of 763,027 CrowdStrike shares through Potomac Investments L.P. - Fund 1, along with additional indirect holdings in various Potomac and Accel-related funds and trusts, and 7,513 shares held directly, including shares to be issued upon vesting of restricted stock units.

Positive

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Negative

  • None.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
GANDHI SAMEER K

(Last) (First) (Middle)
C/O CROWDSTRIKE HOLDINGS, INC.
206 E. 9TH ST., STE. 1400

(Street)
AUSTIN TX 78701

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CrowdStrike Holdings, Inc. [ CRWD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock 12/09/2025 S 150(1) D $525.63(2) 764,756(3) I Potomac Investments L.P. - Fund 1
Class A common stock 12/09/2025 S 407(1) D $526.57(4) 764,349(3) I Potomac Investments L.P. - Fund 1
Class A common stock 12/09/2025 S 831(1) D $527.64(5) 763,518(3) I Potomac Investments L.P. - Fund 1
Class A common stock 12/09/2025 S 387(1) D $528.43(6) 763,131(3) I Potomac Investments L.P. - Fund 1
Class A common stock 12/09/2025 S 104(1) D $529.45(7) 763,027(3) I Potomac Investments L.P. - Fund 1
Class A common stock 29,189(8) I The Potomac Trust, dated 9/21/2001
Class A common stock 29,868(9) I The Potomac 2011 Irrevocable Trust
Class A common stock 8,132(10) I The Potomac 2011 Nonexempt Trust dated 10/31/2011
Class A common stock 12,281(11) I Accel Growth Fund II Strategic Partners L.P.
Class A common stock 18,200(12) I Accel Growth Fund Investors 2013 L.L.C.
Class A common stock 3,483,559(13) I Accel Leaders Fund L.P.
Class A common stock 166,441(14) I Accel Leaders Fund Investors 2016 L.L.C.
Class A common stock 169,519(15)(16) I Accel Growth Fund II L.P.
Class A common stock 7,513(17) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes shares sold pursuant to a 10b5-1 plan adopted on June 27, 2025.
2. This transaction was executed in multiple trades at prices ranging from $525.03 to $526.02. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
3. These shares are held by Potomac Investments L.P. - Fund 1. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
4. This transaction was executed in multiple trades at prices ranging from $526.12 to $527.10. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
5. This transaction was executed in multiple trades at prices ranging from $527.13 to $528.11. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
6. This transaction was executed in multiple trades at prices ranging from $528.14 to $528.81. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
7. This transaction was executed in multiple trades at prices ranging from $529.30 to $529.73. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
8. These shares are held by The Potomac Trust, dated 9/21/2001, of which the Reporting Person is a co-trustee. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section16 or any other purpose.
9. These shares are held by The Potomac 2011 Irrevocable Trust, of which the Reporting Person is a co-trustee. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section16 or any other purpose.
10. These shares are held by The Potomac 2011 Nonexempt Trust dated 10/31/2011, of which the Reporting Person is a co-trustee. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
11. These shares are held by Accel Growth Fund II Strategic Partners L.P.
12. The Reporting Person is one of five Managing Members of Accel Growth Fund Investors 2013 L.L.C. who share voting and dispositive powers over such shares. Each of such Managing Members and the Reporting Person disclaims beneficial ownership over the securities herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Managing Member or the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
13. These shares are held by Accel Leaders Fund L.P. Accel Leaders Fund Associates L.L.C. ("Accel Leaders Fund GP") is the general partner of Accel Leaders Fund L.P. (the "Accel Leader Fund Entity"). Accel Leaders Fund GP has sole voting and dispositive power with regard to the shares held by the Accel Leaders Fund Entity. The Reporting Person is one of five Managing Members of Accel Leaders Fund GP, who share voting and dispositive powers over the shares held by the Accel Leaders Fund Entity. Each of such Managing Members, the Reporting Person and Accel Leaders Fund GP disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Managing Member, the Reporting Person or Accel Leaders Fund GP is the beneficial owner of such securities for Section 16 or any other purpose.
14. These shares are held by Accel Leaders Fund Investors 2016 L.L.C. The Reporting Person is one of five Managing Members of Accel Leaders Fund Investors 2016 L.L.C. who share voting and dispositive powers over such shares. Each of such Managing Members and the Reporting Person disclaims beneficial ownership over the securities herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Managing Member or the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
15. These shares are held by Accel Growth Fund II L.P. Accel Growth Fund II Associates L.L.C. ("Accel Growth Fund II GP") is the general partner of each of Accel Growth Fund II L.P. and Accel Growth Fund II Strategic Partners L.P. (together, the "Accel Growth Fund II Entities"). Accel Growth Fund II GP has sole voting and dispositive power with regard to the shares held by the Accel Growth Fund II Entities. The Reporting Person is one of five Managing Members of Accel Growth Fund II GP, who share voting and dispositive powers over the shares held by the Accel Growth Fund II Entities (continued on Footnote 16).
16. (continued from Footnote 15) Each of such Managing Members, the Reporting Person and Accel Growth Fund II GP disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Managing Member, the Reporting Person or Accel Growth Fund II GP is the beneficial owner of such securities for Section 16 or any other purpose.
17. Includes shares to be issued in connection with the vesting of one or more RSUs.
/s/ Remie Solano, Attorney-in-Fact 12/11/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider stock transactions did CrowdStrike (CRWD) disclose in this Form 4?

A CrowdStrike director reported multiple open-market sales of Class A common stock on 12/09/2025 through Potomac Investments L.P. - Fund 1, including sales of 150, 407 and 831 shares at weighted average prices of $525.63, $526.57 and $527.64.

Were the CrowdStrike directors share sales made under a Rule 10b5-1 plan?

Yes. The filing states that the transactions include shares sold pursuant to a 10b5-1 plan adopted on June 27, 2025, which is a pre-arranged trading plan allowed under SEC rules.

How many CrowdStrike shares are reported as indirectly held through Potomac Investments L.P. - Fund 1?

After the reported transactions, the Form 4 shows 763,027 shares of CrowdStrike Class A common stock held by Potomac Investments L.P. - Fund 1, with the director reporting indirect beneficial ownership subject to pecuniary interest disclaimers.

What other entities hold CrowdStrike shares for the reporting person?

The filing lists indirect holdings through The Potomac Trust, dated 9/21/2001, The Potomac 2011 Irrevocable Trust, The Potomac 2011 Nonexempt Trust dated 10/31/2011, Accel Growth Fund II Strategic Partners L.P., Accel Growth Fund Investors 2013 L.L.C., Accel Leaders Fund L.P., Accel Leaders Fund Investors 2016 L.L.C. and Accel Growth Fund II L.P., each with detailed share counts and standard beneficial ownership disclaimers.

How many CrowdStrike shares does the reporting person hold directly?

The Form 4 shows 7,513 shares of CrowdStrike Class A common stock held directly by the reporting person, which includes shares to be issued in connection with the vesting of one or more RSUs.

What price ranges were reported for the CrowdStrike share sales on 12/09/2025?

Each sale was executed in multiple trades. The footnotes report price ranges of $525.03 to $526.02, $526.12 to $527.10, $527.13 to $528.11, $528.14 to $528.81 and $529.30 to $529.73, with the weighted average prices disclosed in the table.

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